In giving the following opinions, members of AirTran’s Legal Department or lawyers retained by AirTran’ s Legal
Department have reviewed the Agreement, the Certificate of Incorporation and By-Laws of Lessee, and have relied upon originals, or copies certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other
instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below. In addition, AirTran’s Legal Department has assumed and has not verified the accuracy as to factual matters of each document
reviewed. As used herein, the phrase “to our knowledge” or words of similar import shall mean to the actual knowledge of AirTran’s Legal Department after reasonable investigation, but shall not be interpreted to impute knowledge of
others (other than members of AirTran’s Legal Department). 

  

 Based on the foregoing, and subject to the assumptions and limitations contained herein, AirTran’s Legal Department is of the opinion that: 

  




|  |  |  |
| --- | --- | --- |
|   | (a) | AirTran is a company duly incorporated and is in good standing under the Laws of Delaware, and Holdings is a company duly incorporated and is in good standing under the Laws of
Nevada.  |

  




|  |  |  |
| --- | --- | --- |
|   | (b) | AirTran has all necessary corporate power to execute, deliver, and perform its obligations under the Agreement, and the Holdings has all necessary corporate
 |

  


8A-1